These conditions regulate all sales commissioned to the Vendor and prevail over any differing clauses in the Purchaser's own general purchase conditions, proporals (orders) or other commercial documents. Any changes to this agreement must be stipulated exclusively in written form and duly signed by both contractual parties.
The Vendor is the company that provides the products subject to the sale, who will issue an invoice for the products in question. The Purchaser is the recipient of the invoices concerning the products in question.
3.Validity and period of irrevocability of the offer
Unless otherwise specified in the offer, the prices and particular conditions contained in it are valid for a period of fifteen days after the date indicated on the offer itself.
The order must be defined in all parts and complete of all necessary indications - both technical and administrative - including any advantages in fiscal terms. The order itself is to be considered irrevocable, in compliance with article 1331 of the Civil Code.
5.Acceptance (from here on referred to as "order confirmation")
The Purchaser, by sending the order, makes a commitment to the prices and conditions indicated in the offer received from the Vendor. The Vendor, after having received the order, may send an order confirmation in sign of acceptance, if this is considered necessary. The Vendor reserves the right - at his/her own discretion - to refuse or accept - even only partially - any variations to the order, as proposed by the Purchaser after order confirmation. If the Purchaser cancels the confirmed order, the Purchaser is obliged to pay the full amount indicated for the products and services already ordered from the
Vendor, if the Vendor has already prepared said materials.
6.Features of the products contained in the Catalogue
The brands, illustrations, weights and other details indicated are not binding. Any changes to the products in our assortment do not justify complaints from the Purchaser.
Any products that the Vendor may import from countries outside of the EEC are labelled with the words "Imported by ABC TOOLS", and it is the Purchaser's responsibility to guarantee that this label is maintained if the product in question is passed on to third parties.
Prices are intended ex warehouse (Headquarters and Distribution Centres), excluding VAT, are not binding, and are intended for each individual piece, unless the sale of packs or minimum quantities is specifically requested. Prices in force at the time of shipping will be considered valid. The cost of packaging - if it is not of a particular kind - will be chargeable to the Vendor. The prices of electrical and electronic products contained in the ABC Catalogue include the WEEE eco-contribution.
8.Terms of delivery
The times required to process an order and indicated in any order confirmation documents provided by the Vendor are always to be considered an estimate, and are not legally binding for the Vendor. Therefore, in light of the approximate nature of the aforementioned terms, the Vendor will not respond for damage caused either directly or indirectly as a result of delays in processing the order or delays or failure in delivering the product. Any delays on the Vendors side may therefore never result in damage compensation or termination of the order by the Purchaser.
Orders are processed according to availability in stock, without guarantee of refunds in relation to goods that are no longer manufactured or that are no longer available in the Catalogue. The Vendor generally does not notify the courier of the value of the goods. If the Purchaser intends to insure the shipment, he/she must explicitly make this request when placing the order, paying the corresponding charges. Shipments are carried out carriage prepaid, charged in the invoice, using couriers appointed by the Vendor, or carriage forward, with a courier appointed by the Purchaser, only if the exact subscription number is indicated. Anyway, goods travel at the Purchaser's risk.
The minimum amount for a shipment order is 200.00 Euro.
If the Purchaser collects the goods directly from the Sales Counter at the Distribution Centres, the minimum order amount is reduced to 130.00 Euro. Any complaints in terms of weight, parcels and packaging must be presented by the Purchaser directly to the courier on receiving the goods. Any loss that occurs during transport must be notified to the courier immediately. The courier will hold full responsibility for such matters. If, on opening closed parcels, one finds that any materials indicated in the PACKING LIST are missing, the corresponding notification must be provided in written form to our Customer Service (fax: 02 2545140 / email: firstname.lastname@example.org
) within 48 hours of receiving te goods, and accompanied by an indication of the gross weight of the parcel on arrival.
10.Collecting the goods
It is necessary to present a detailed proxy, on headed paper from the Purchaser. In compliance with Presidential Decree 472/96 and Ministerial Circular 16/09/96 N° 225E and 11/10/96 N° 249E, whoever collects the goods must sign, for receipt, all copies of the Transport Document, checking the correct indication of the day and time of collection and the appearance of the transported goods. The Vendor is not responsible in the vase of delivery of goods to people the Purchaser is known to trust, if prompt written notification is not provided to this purpose.
The Purchaser will purchase ownership of the materials only on complete payment of the invoice issued by the Vendor, but will take complete responsibility for any risks concerning the materials in question, including the risk of loss/destruction owing to causes that cannot be ascribed to the Vendor at the time of delivery. Goods and services provided by the Vendor must be paid according to the methods indicated in Legislative Decree 09/10/02 n° 231. For any delay in payment, the Purchaser will be obliged to pay interest in the terms and rates indicated in articles 4-5 of Legislative Decree 09/10/02 n° 231, in addition to any costs of recovery according to what is mentioned in article 6 of the same Legislative Decree, unless different agreements are made.
Failed or incorrect payment, and any delays, will give the Vendor the right to change the payment conditions on further supplies, as well as to suspend execution of the supply relationship, and anyway - in relation to the importance of the breach - to lawfully terminate the supply relationship, by sending corresponding written notification to the Purchaser, unless compensation is provided for any damage.
Ownership conditions will also apply if the Purchaser is subject to bankruptcy proceedings.
Discounts relating to payment are calculated on the net amount for the goods, excluding particular packaging, VAT and any shipping costs. Failure to meet deadlines will lead to expiry of discounts relating to payment conditions, and any discounts already calculated on the invoice will be charged again.
All of the Vendor's products are guaranteed in terms of quality of materials and manufacture, and are covered by product insurance. Guarantees will not be acknowledged on products that are found to be damaged by improper use or tampering.
13.Implementation of the guarantee
The Vendor does not take any responsibility for applications and operations the Purchaser (or anybody on their behalf) may subject the product to, in case of use for purposes other than the intended one, or anyway unsuitable purposes compared to what is indicated in the Catalogue or in the operating instructions.
Any complaints for non-compliant goods must be made in written form within 8 days of receiving the product. Failure to do so will result in the loss of all other rights. This deadline is extended to 90 days for reports on hidden defects. If the complaint is prompt and, after acceptance from the Technical Assistance Service, is found to be true, the Vendor's obligation is limited to repairing or replacing the product found to be non compliant, in the same place the original was supplied to, after the product to be replaced has been returned.
The Purchaser has no further right to ask for termination of the contract or a reduction in price and, in any case, for damage compensation or expense refunds for any other reason.
The purchaser loses any right to complain and, therefore, to have the product replaced if he/she does not immediately suspend work, or use of the product subject to the complaint.
Complaints do not give the Purchaser the right to suspend payment of the invoice concerning the defective goods.
Any returns must receive prior authorisation from the Vendor's Customer Service (fax 02 2545140 / email: email@example.com
), and will be accepted only if sent, carriage prepaid, to the Vendor. Furthermore, if the return is accepted, the Purchaser will be asked to pay the administrative and reconditioning expenses. Unauthorised returns will be sent back to the Purchaser. A precondition for the assessment of any request to return foods is that a copy of the purchase invoice is sent. Returns will not be accepted on products that are damaged, old, or no longer included in the Vendor's sales assortment (even if they are still in the current Catalogue).
Compensation charges will not be accepted from the Purchaser.
Any charges for rectifying inaccuracies on the Vendor's invoices (items, prices, quantities, discounts, etc.) will be Issued exclusively by the Vendor.
The Vendor will also have the right to terminate the contract without any further burden, if they come into knowledge of the existence of title protests, or the initiation of judicial procedures, ordinary procedures, bankruptcy procedures - even extrajudicial - against the Purchaser.
This publication is, to all purposes, protected by copyright. Therefore, any copy that is not authorised in written form is to be considered forbidden.
Whoever uses this Catalogue must take into account, and share with their personnel, that any request for products formulated by final users and specifically resulting from this Catalogue, implies an obligation to supply original products from this Catalogue.
Any replacement with similar products from another source, in addition to being wrongful towards the final user, may, if proven, result in the application of sanctions as ruled by current laws.
The sales regulations indicated in articles from 1470 onward in the Civil Code will be considered applicable for everything not explicitly regulated by these "General Sales Conditions".
Any controversy deriving from the interpretation, application, execution, and/or termination of the contract and/or these "General Sales Conditions" or, anyway, concerning them, will be regulated by Italian law and will be subjected exclusively to the authority of the Court in the area where the Vendor's headquarters are located. This rule will also be applied in the case of joinders.